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DocuSign Envelope ID:5FCOF65D-9139-4E6A-B13C-2B74E389CABD <br /> LOAN AND SECURITY AGREEMENT <br /> 12.8 That Collateral will not be changed, transferred, or otherwise disposed of or be subjected to <br /> any unpaid charge, unless the Fund consents in advance in writing to such change, transfer, <br /> or charge. <br /> 12.9 Upon the Fund's request, provide a list of buyer, commission merchants and selling agents to <br /> or through whom the Borrower intends to sell the products granted as Collateral; <br /> 12.14 Keep proper books of account in a manner satisfactory to the Fund; <br /> 12.11 Submit an annual financial statement reviewed or compiled by an independent public <br /> accountant within sixty (60) days of the close of the Borrower's fiscal year for the Business; <br /> 12.12 Submit a copy of its annual tax return to the Fund within one month of filing. The Borrower <br /> hereby authorizes all federal, state and municipal authorities to furnish reports of <br /> examinations, records, and other information relating to the condition and affairs of the <br /> business and any desired information from reports, returns, files, and records of such <br /> authorities upon request therefore by the Fund; <br /> 12.13 Keep and maintain books, records, and other documents relating directly to the receipt and <br /> disbursement of loan funds and the fulfillment of this Agreement. Each party agrees that any <br /> duly authorized representative of the Fund shall at all reasonable times, have access to and <br /> the right to inspect, copy, audit and examine all of the books, records and other documents <br /> relating to the loan and fulfillment of this Agreement. <br /> 13. The Borrower agrees that it will not do any of the following without the Fund's prior written consent: <br /> 13.1 Effect a change of ownership or control of the Business; <br /> 13.2 Consolidate or merge with any other Fund, unless the procedures for assignment and/or <br /> assumption are complied with; or <br /> 13.3 At any time the Borrower is in default, give any preferential treatment, make any advance, <br /> directly or indirectly controlling or affiliated with or controlled by the Borrower, or any other <br /> Fund, or to any officer, director, or employee of the Borrower, or of any such Fund; <br /> 13.4 For two years after the date of this Agreement, undertake additional debt financing without <br /> prior written consent of the Fund, except that this provision shall not prohibit Borrower from (a) <br /> purchase money financing of ordinary and necessary equipment or (b) credit purchases of <br /> inventory. The Fund's consent, when required under this provision, shall not be unreasonably <br /> withheld. <br /> 13.5 Permit or suffer to exist any other lien, security interest or encumbrance upon the Collateral, <br /> except for the existing security interest described in Exhibit D and the security interest created <br /> pursuant to this Agreement and any other agreements delivered by the Borrower pursuant to <br /> this Agreement. <br /> 13.6 Use the Collateral for any illegal purposes. <br /> 13.7 Assert a claim or defense held against the Fund against any assignee of this Agreement <br /> 14. The Borrower further represents to the Fund and acknowledges that the following things are true: <br /> 14.1 No financing statement, other than those financing statement(s) on file with the North Carolina <br /> Secretary of State at the date of execution of this Agreement and described in Exhibit D (if <br /> applicable), covers the Collateral; there is no adverse lien or security interest in the Collateral; <br /> Page 4 of 6 <br />